Fees; Call Premium Sample Clauses

Fees; Call Premium. (a) Borrower agrees to pay on the Closing Date to each Lender party to this Agreement on the Closing Date with a Closing Date Term Loan Commitment, as fee compensation for the funding of such Lender’s Closing Date Term Loan, a closing fee in an amount equal to 1.0% of the stated principal amount of such Lender’s Term Loan to be funded on the Closing Date. (b) Borrower agrees to pay on the Closing Date to each Lender party to this Agreement on the Closing Date, as fee compensation for the issuance of the Delayed Draw Term Loan Commitment, a closing fee in an amount equal to 1.0% of the stated principal amount of such Lender’s Delayed Draw Term Loan Commitment; provided, however, that each Lender with a Delayed Draw Term Loan Commitment that has become a Defaulting Lender and has not funded its Delayed Draw Term Loan Commitment in full severally agrees that it shall, to the extent permitted by law, promptly return to Borrower directly upon written request by Borrower to such Lender the fees it has received pursuant to this Section 2.8(b). (c) In the event all or any portion of funded Term Loans is subject to a Repricing Event, the Borrower shall pay or cause to be paid to each Lender whose Term Loans are prepaid or repaid in whole or in part, or which is required to assign any of its Term Loans pursuant to Section 2.20 in connection with such Repricing Event, an amount equal to 1.0% of the amount of such Lender’s Term Loans so prepaid, repaid or assigned if such Repricing Event occurs prior to the first anniversary of the Closing Date. “Repricing Event” means (a) any prepayment or repayment of Term Loans with the proceeds of, or any conversion of such Term Loans into, any new or replacement tranche of term loans bearing interest at an “effective” interest rate that is less than the “effective” interest rate then applicable to the Term Loans and (b) any amendment or other modification of this Agreement that, directly or indirectly, reduces the “effective” interest rate applicable to the Term Loans (with “effective” interest rate for all purposes of this Section 2.8(c) to give effect to all upfront or similar fees or original issue discount (in each case, with original issue discount and upfront or similar fees, which shall be deemed to constitute like amounts of original issue discount, being equated to interest margins in a manner consistent with generally accepted financial practice based on an assumed four-year life to maturity), the relevant Applicable Ma...